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Subscribers | 2004 |
Placement Agreement
Placement Agreement (192K)
Doc #349056: Click preview link for longer preview.
PXRE GROUP LTD.
20,000 Capital Securities
Fixed/Floating Rate Capital Securities
(Liquidation Amount $1,000.00 per Capital Security)
PLACEMENT AGREEMENT
--------------------
October 16, 2003
FTN Financial Capital Markets
845 Crossover Lane, Suite 150
Memphis, Tennessee 38117
Keefe, Bruyette & Woods, Inc.
787 7th Avenue, 4th Floor
New York, New York 10019
Ladies and Gentlemen:
PXRE Group Ltd., incorporated and existing under the laws of Bermuda
(the "Company"), and its financing subsidiary, PXRE Capital Statutory Trust V, a
Connecticut statutory trust (the "Trust," and hereinafter together with the
Company, the "Offerors"), hereby confirm their agreement (this "Agreement") with
you as placement agents (the "Placement Agents"), as follows:
Section 1. Issuance and Sale of Securities.
1.1 Introduction. The Offerors propose to issue and sell at the Closing
(as defined in Section 2.3.1 hereof) 20,000 of the Trust's Fixed/Floating Rate
Capital Securities, with a liquidation amount of $1,000.00 per capital security
(the "Capital Securities"), to I-Preferred Term Securities III, Ltd., a company
with limited liability established under the laws of the Cayman Islands (the
"Purchaser") pursuant to the terms of a Subscription Agreement entered into, or
to be entered into on or prior to the Closing Date (as defined in Section 2.3.1
hereof), between the Offerors and the Purchaser (the "Subscription Agreement"),
the form of which is attached hereto as Exhibit A and incorporated herein by
this reference.
1.2 Operative Agreements. The Capital Securities shall be fully and
unconditionally guaranteed on a subordinated basis by the Company with respect
to distributions and amounts payable upon liquidation, redemption or repayment
(the "Guarantee") pursuant and subject to the Guarantee Agreement (the
"Guarantee Agreement"), to be dated as of the Closing Date and executed and
delivered by the Company and U.S. Bank National Association ("U.S. Bank"), as
trustee (the "Guarantee Trustee"), for the benefit from time to time of the
{PAGE}
holders of the Capital Securities. The entire proceeds from the sale by the
Trust to the Purchaser of the Capital Securities shall be combined with the
entire proceeds from the concurrent sale by the Trust to the Company of its
common securities (the "Common Securities"), and shall be used by the Trust to
purchase $20,619,000.00 in principal amount of the Fixed/Floating Rate Junior
Subordinated Deferrable Interest Debentures (the "Debentures") of the Company.
The Capital Securities and the Common Securities for the Trust shall be issued
pursuant to an Amended and Restated Declaration of Trust among U.S. Bank, as
institutional trustee (the "Institutional Trustee"), the administrators of the
Trust named therein, and the Company, to be dated as of the Closing Date and in
substantially the form heretofore delivered to the Placement Agents (the "Trust
Agreement"). The Debentures shall be issued pursuant to an Indenture (the
"Indenture"), to be dated as of the Closing Date, between the Company and U.S.
Bank, as indenture trustee (the "Indenture Trustee"). This Agreement and the
documents identified in this Section 1.2 and in Section 1.1 are referred to
herein as the "Operative Documents."
1.3 Rights of Purchaser. The Capital Securities shall be offered and
sold by the Trust directly to the Purchaser without registration of any of the
Capital Securities, the Debentures or the Guarantee under the Securities Act of
1933, as amended (the "Securities Act"), or any other applicable securities laws
in reliance upon exemptions from the registration requirements of the Securities
Act and other applicable securities laws. The Offerors agree that this Agreement
shall be incorporated by reference into the Subscription Agreement and the
Purchaser shall be entitled to each of the benefits of the Placement Agents and
the Purchaser under this Agreement and shall be entitled to enforce obligations
of the Offerors under this Agreement as fully as if the Purchaser were a party
to this Agreement. The Offerors and the Placement Agents have entered into this
Agreement to set forth their understanding as to their relationship and their
respective rights, duties and obligations.
1.4 Legends. Upon original issuance thereof, and until such time as the
same is no longer required under the applicable requirements of the Securities
Act, the Capital Securities and Debentures certificates shall each contain a
legend as required pursuant to any of the Operative Documents.
Section 2. Purchase of Capital Securities.
2.1 Exclusive Rights; Purchase Price. From the date hereof until the
Closing Date (which date may be extended by mutual agreement of the Offerors and
the Placement Agents), the Offerors hereby grant to the Placement Agents the
exclusive right to arrange for the sale of the Capital Securities to the
Purchaser at a purchase price of $1,000.00 per Capital Security.
2.2 Subscription Agreement. The Offerors hereby agree to evidence their
acceptance of the subscription by countersigning a copy of the Subscription
Agreement and returning the same to the Placement Agents.
2.3 Closing and Delivery of Payment.
2.3.1 Closing; Closing Date. The sale and purchase of the Capital
Securities by the Offerors to the Purchaser shall take place at a closing (the
"Closing") at the offices of LeBoeuf, Lamb, Greene & MacRae, L.L.P., at 10:00
a.m. (New York City time) on October 29, 2003, or such other business day as may
be agreed upon by the Offerors and the Placement Agents (the "Closing Date");
provided, however, that in no event shall the Closing Date occur later than
November 5, 2003 unless consented to by the Purchaser. Payment by the Purchaser
shall be payable in the manner set forth in the Subscription Agreement and shall
be made prior to or on the Closing Date.
2
{PAGE}
2.3.2 Delivery. The certificate for the Capital Securities shall be in
definitive form, registered in the name of the Purchaser and in the aggregate
amount of the Capital Securities purchased by the Purchaser.
2.3.3 Transfer Agent. The Offerors shall deposit the certificate
representing the Capital Securities with, or as instructed by, the Institutional
Trustee on the Closing Date.
2.4 Placement Agents' Fees and Expenses.
2.4.1 Placement Agents' Compensation. Because the proceeds from the
sale of the Capital Securities shall be used to purchase the Debentures from the
349056
|
Keefe Bruyette
As referenced in this Placement Agreement:
Keefe, Bruyette & Woods, – Fixed/Floating Rate Capital Securities
(Liquidation Amount $1,000.00 per Capital Security)
PLACEMENT AGREEMENT
--------------------
October 16, 2003
FTN Financial Capital Markets
845 Crossover Lane, Suite 150
Memphis, Tennessee 38117
Keefe, Bruyette & Woods, Inc.
787 7th Avenue, 4th Floor
New York, New York 10019
Ladies and Gentlemen:
PXRE Group Ltd., incorporated and existing under the laws of Bermuda
(the "Company"), and its
_____________
Keefe, Bruyette & Woods, – of principal amount of Debentures shall be payable to
FTN Financial Capital Markets and $15.00 for each $1,000.00 of principal amount
of Debentures shall be payable to Keefe, Bruyette & Woods, Inc. Such amount
shall be delivered to the Institutional Trustee or such other person designated
by the Placement Agents on the Closing Date and shall be allocated between and
_____________
Keefe, Bruyette & Woods, – would,
individually or in the aggregate, have a material adverse effect on the
condition (financial or otherwise), earnings, business, prospects or results of
operations of FTN Financial Capital Markets.
(b) Keefe, Bruyette & Woods, Inc. is a corporation duly organized,
validly existing and in good standing under the laws of the State of New York,
with full power and authority to own, lease
_____________
Keefe, Bruyette & Woods, – standing under the laws of the State of New York,
with full power and authority to own, lease and operate its properties and
conduct its business as currently being conducted. Keefe, Bruyette & Woods, Inc.
is duly qualified to transact business as a foreign corporation and is in good
standing in each other jurisdiction in which it owns or leases property or
conducts
_____________
Keefe, Bruyette & Woods, – the
failure to so qualify would, individually or in the aggregate, have a material
adverse effect on the condition (financial or otherwise), earnings, business,
prospects or results of operations of Keefe, Bruyette & Woods, Inc.
6.2 Power and Authority. Each Placement Agent has all requisite power
and authority to enter into this Agreement, and this Agreement has been duly and
validly authorized,
_____________
dt 730468
;
McGraw-Hill Companies
As referenced in this Placement Agreement:
McGraw-Hill Companies, Inc – with a neutral or positive outlook from A.M. Best Company,
Inc., or an investment grade financial strength rating from
either Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc . or Fitch Ratings.
9) The terms and conditions of the Corresponding Debentures,
including the interest rate, were determined on an arm's
length basis.
10) The Company presently has
_____________
dt 741989
;
PXRE Group
As referenced in this Placement Agreement:
PXRE GROUP LTD – {DOCUMENT}
{TYPE}EX-4.27
{SEQUENCE}7
{FILENAME}b330645_4-27.txt
{DESCRIPTION}PLACEMENT AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.27
PXRE GROUP LTD .
20,000 Capital Securities
Fixed/Floating Rate Capital Securities
(Liquidation Amount $1,000.00 per Capital Security)
PLACEMENT AGREEMENT
--------------------
October 16, 2003
FTN Financial Capital Markets
845 Crossover Lane,
_____________
PXRE Group Ltd – 2003
FTN Financial Capital Markets
845 Crossover Lane, Suite 150
Memphis, Tennessee 38117
Keefe, Bruyette & Woods, Inc.
787 7th Avenue, 4th Floor
New York, New York 10019
Ladies and Gentlemen:
PXRE Group Ltd ., incorporated and existing under the laws of Bermuda
(the "Company"), and its financing subsidiary, PXRE Capital Statutory Trust V, a
Connecticut statutory trust (the "Trust," and hereinafter together with
_____________
PXRE Group Ltd – Sidley Austin Brown & Wood LLP
787 7th Avenue
New York, New York 10019
Telecopier: 212-839-5599
Telephone: 212-839-5300
Attention: Renwick Martin, Esq.
if to the Offerors, to:
PXRE Group Ltd .
Swan Building
26 Victoria Street
Hamilton, HM12, Bermuda
Telecopier: 441-296-6162
Telephone: 411-278-3710
Attention: Chief Financial Officer
with a copy to:
Morgan, Lewis & Bockius LLP
101
_____________
PXRE GROUP LTD – by signing
the acceptance of this Agreement and deliver such counterpart to the Offerors
whereupon this Agreement will become binding between us in accordance with its
terms.
Very truly yours,
PXRE GROUP LTD .
By: /s/ Robert P. Myron
--------------------------------------------------
Name: Robert P. Myron
------------------------------------------------
Title: Treasurer
-----------------------------------------------
PXRE CAPITAL STATUTORY TRUST V
By: /s/ R.E. Jeff Jeffreys
--------------------------------------------------
Name: R.E. Jeff Jeffreys
--------------------------------------------------
Title: Administrator
_____________
PXRE Group Ltd – latest loss reports related to the Agreement provided by the cedent forecast an
ultimate net loss ratio in excess of 100%, which could result in a full limit
loss to PXRE Group Ltd .
In June 2003, PXRE Reinsurance Company performed an audit of the
Protected Portfolio reinsured under the Agreement. As a result of this audit,
management identified problems and believes that
_____________
dt 1507377
;
|
 BNY
As referenced in this Placement Agreement:
Bank of New York – 75 days of the end of each calendar year
during which the Debentures are issued and outstanding, the Offerors shall
submit to The Bank of New York a completed quarterly report in the form attached
hereto as Exhibit D. The Offerors acknowledge and agree that The Bank of New
York
_____________
Bank of New
York – Bank of New York a completed quarterly report in the form attached
hereto as Exhibit D. The Offerors acknowledge and agree that The Bank of New
York and its successors and assigns is a third party beneficiary of this Section
7.8.
14
{PAGE}
Section 8. Covenants of the Placement
_____________
Bank of New York
– Company
PXRE Reinsurance (Barbados) Ltd.
PXRE Corporation
{PAGE}
EXHIBIT D
FORM OF QUARTERLY REPORT
I-Preferred Term Securities III, Ltd.
c/o The Bank of New York
101 Barclay Street, Floor 8-East
CDO Unit
New York, New York 10286
Attention: Franco Talavera
CDO Relationship Manager
PLEASE COMPLETE FOR
_____________
dt 708727
;
U.S. Bank, NA
As referenced in this Placement Agreement:
U.S. Bank National Association – or repayment
(the "Guarantee") pursuant and subject to the Guarantee Agreement (the
"Guarantee Agreement"), to be dated as of the Closing Date and executed and
delivered by the Company and U.S. Bank National Association ("U.S. Bank"), as
trustee (the "Guarantee Trustee"), for the benefit from time to time of the
{PAGE}
holders of the Capital Securities. The entire proceeds from the sale
_____________
U.S. Bank
National Association – undivided beneficial interest in the assets of the
Trust (the "Offering"), to be issued pursuant to an Amended and Restated
Declaration of Trust (the "Declaration") by and among the Company, U.S. Bank
National Association ("U.S. Bank"), the administrators named therein, and the
holders (as defined therein), which Capital Securities are to be guaranteed by
the Company with respect to distributions and payments
_____________
U.S. Bank
National Association – Company, as sponsor, and the holders
from time to time of undivided beneficial interests in the Trust; the Indenture
dated as of [CLOSING], 2003 (the "Indenture"), between the Company and U.S. Bank
National Association (the "Trustee"); the Debentures; the Capital Securities;
the Guarantee Agreement dated as of [CLOSING], 2003 (the "Guarantee"), between
the Company and U.S. Bank National Association as trustee for
_____________
U.S. Bank National Association – between the Company and U.S. Bank
National Association (the "Trustee"); the Debentures; the Capital Securities;
the Guarantee Agreement dated as of [CLOSING], 2003 (the "Guarantee"), between
the Company and U.S. Bank National Association as trustee for the benefit of the
Holders (as defined therein); and the Subscription Agreement dated [CLOSING],
2003 (the "Subscription Agreement" and together with the Placement Agreement,
the Declaration, the
_____________
U.S. Bank National Association, – opinion, we have examined the following
documents:
(i) an electronic copy (with facsimile execution signature pages)
of a Declaration of Trust dated as of October 13, 2003 by and
among U.S. Bank National Association, the Company and Messrs.
John Modin, Bruce Byrnes and Jeff Jeffreys, as Administrators;
(ii) an electronic copy (with facsimile execution signature pages)
of an Amended and Restated Declaration of
_____________
dt 752643
;
More... |
| Preview
Subscribers | 2003 |
Placement Agreement
Placement Agreement (184K)
Doc #349096: Click preview link for longer preview.
PXRE GROUP LTD.
17,500 Capital Securities
Fixed/Floating Rate Capital Securities
(Liquidation Amount $1,000.00 per Capital Security)
PLACEMENT AGREEMENT
--------------------
April 25, 2003
FTN Financial Capital Markets
845 Crossover Lane, Suite 150
Memphis, Tennessee 38117
Keefe, Bruyette & Woods, Inc.
787 7th Avenue, 4th Floor
New York, New York 10019
Ladies and Gentlemen:
PXRE Group Ltd., incorporated and existing under the laws of Bermuda
(the "Company"), and its financing subsidiary, PXRE Capital Statutory Trust II,
a Connecticut statutory trust (the "Trust," and hereinafter together with the
Company, the "Offerors"), hereby confirm their agreement (this "Agreement") with
you as placement agents (the "Placement Agents"), as follows:
Section 1. Issuance and Sale of Securities.
1.1 Introduction. The Offerors propose to issue and sell at the Closing
(as defined in Section 2.3.1 hereof) 17,500 of the Trust's Fixed/Floating Rate
Capital Securities, with a liquidation amount of $1,000.00 per capital security
(the "Capital Securities"), to I-Preferred Term Securities II, Ltd., a company
with limited liability established under the laws of the Cayman Islands (the
"Purchaser") pursuant to the terms of a Subscription Agreement entered into, or
to be entered into on or prior to the Closing Date (as defined in Section 2.3.1
hereof), between the Offerors and the Purchaser (the "Subscription Agreement"),
the form of which is attached hereto as Exhibit A and incorporated herein by
this reference.
1.2 Operative Agreements. The Capital Securities shall be fully and
unconditionally guaranteed on a subordinated basis by the Company with respect
to distributions and amounts payable upon liquidation, redemption or repayment
(the "Guarantee") pursuant and subject to the Guarantee Agreement (the
"Guarantee Agreement"), to be dated as of the Closing Date and executed and
delivered by the Company and U.S. Bank National Association ("U.S. Bank"), as
trustee (the "Guarantee Trustee"), for the benefit from time to time of the
holders of the Capital Securities. The entire proceeds from the sale by the
Trust to the holders of the Capital Securities shall be combined with the entire
proceeds from the sale by the Trust to the Company of its common securities (the
"Common Securities"), and shall be used by the Trust to purchase $18,042,000.00
in principal amount of the Fixed/Floating Rate Junior Subordinated Deferrable
Interest Debentures (the "Debentures") of the Company. The Capital Securities
and the Common Securities for the Trust shall be issued pursuant to an Amended
and Restated Declaration of Trust among U.S. Bank, as institutional trustee (the
"Institutional Trustee"), the Administrators named therein, and the Company, to
be dated as of the Closing Date and in substantially the form heretofore
delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall
be issued pursuant to an Indenture (the "Indenture"), to be dated as of the
Closing Date, between the Company and U.S. Bank, as indenture trustee (the
"Indenture Trustee"). The documents identified in this Section 1.2 and in
Section 1.1 are referred to herein as the "Operative Documents."
{PAGE}
1.3 Rights of Purchaser. The Capital Securities shall be offered and
sold by the Trust directly to the Purchaser without registration of any of the
Capital Securities, the Debentures or the Guarantee under the Securities Act of
1933, as amended (the "Securities Act"), or any other applicable securities laws
in reliance upon exemptions from the registration requirements of the Securities
Act and other applicable securities laws. The Offerors agree that this Agreement
shall be incorporated by reference into the Subscription Agreement and the
Purchaser shall be entitled to each of the benefits of the Placement Agents and
the Purchaser under this Agreement and shall be entitled to enforce obligations
of the Offerors under this Agreement as fully as if the Purchaser were a party
to this Agreement. The Offerors and the Placement Agents have entered into this
Agreement to set forth their understanding as to their relationship and their
respective rights, duties and obligations.
1.4 Legends. Upon original issuance thereof, and until such time as the
same is no longer required under the applicable requirements of the Securities
Act, the Capital Securities and Debentures certificates shall each contain a
legend as required pursuant to any of the Operative Documents.
Section 2. Purchase of Capital Securities.
2.1 Exclusive Rights; Purchase Price. From the date hereof until the
Closing Date (which date may be extended by mutual agreement of the Offerors and
the Placement Agents), the Offerors hereby grant to the Placement Agents the
exclusive right to arrange for the sale of the Capital Securities to the
Purchaser at a purchase price of $1,000.00 per Capital Security.
2.2 Subscription Agreement. The Offerors hereby agree to evidence their
acceptance of the subscription by countersigning a copy of the Subscription
Agreement and returning the same to the Placement Agents.
2.3 Closing and Delivery of Payment.
2.3.1 Closing; Closing Date. The sale and purchase of the Capital
Securities by the Offerors to the Purchaser shall take place at a closing (the
"Closing") at the offices of LeBoeuf, Lamb, Greene & MacRae, L.L.P., at 10:00
a.m. (New York City time) on May 15, 2003, or such other business day as may be
agreed upon by the Offerors and the Placement Agents (the "Closing Date");
provided, however, that in no event shall the Closing Date occur later than May
22, 2003 unless consented to by the Purchaser. Payment by the Purchaser shall be
payable in the manner set forth in the Subscription Agreement and shall be made
prior to or on the Closing Date.
2
{PAGE}
2.3.2 Delivery. The certificate for the Capital Securities shall
be in definitive form, registered in the name of the Purchaser and in the
aggregate amount of the Capital Securities purchased by the Purchaser.
2.3.3 Transfer Agent. The Offerors shall deposit the certificate
representing the Capital Securities with the Institutional Trustee or other
appropriate party prior to the Closing Date.
2.4 Placement Agents' Fees and Expenses.
2.4.1 Placement Agents' Compensation. Because the proceeds from
the sale of the Capital Securities shall be used to purchase the Debentures from
349096
|
Keefe Bruyette
As referenced in this Placement Agreement:
Keefe, Bruyette & Woods, – Fixed/Floating Rate Capital Securities
(Liquidation Amount $1,000.00 per Capital Security)
PLACEMENT AGREEMENT
--------------------
April 25, 2003
FTN Financial Capital Markets
845 Crossover Lane, Suite 150
Memphis, Tennessee 38117
Keefe, Bruyette & Woods, Inc.
787 7th Avenue, 4th Floor
New York, New York 10019
Ladies and Gentlemen:
PXRE Group Ltd., incorporated and existing under the laws of Bermuda
(the "Company"), and its
_____________
Keefe, Bruyette & Woods, – of principal amount of Debentures shall be payable to
FTN Financial Capital Markets and $15.00 for each $1,000.00 of principal amount
of Debentures shall be payable to Keefe, Bruyette & Woods, Inc. Such amount
shall be delivered to the Institutional Trustee or such other person designated
by the Placement Agents on the Closing Date and shall be allocated between and
_____________
Keefe, Bruyette & Woods, – would,
individually or in the aggregate, have a material adverse effect on the
condition (financial or otherwise), earnings, business, prospects or results of
operations of FTN Financial Capital Markets.
(b) Keefe, Bruyette & Woods, Inc. is a corporation duly organized,
validly existing and in good standing under the laws of the State of New York,
with full power and authority to own, lease
_____________
Keefe, Bruyette & Woods, – standing under the laws of the State of New York,
with full power and authority to own, lease and operate its properties and
conduct its business as currently being conducted. Keefe, Bruyette & Woods, Inc.
is duly qualified to transact business as a foreign corporation and is in good
standing in each other jurisdiction in which it owns or leases property or
conducts
_____________
Keefe, Bruyette & Woods, – the
failure to so qualify would, individually or in the aggregate, have a material
adverse effect on the condition (financial or otherwise), earnings, business,
prospects or results of operations of Keefe, Bruyette & Woods, Inc.
6.2 Power and Authority. Each Placement Agent has all requisite power
and authority to enter into this Agreement, and this Agreement has been duly and
validly authorized,
_____________
dt 730477
;
McGraw-Hill Companies
As referenced in this Placement Agreement:
McGraw-Hill Companies,
Inc – with a
neutral or positive outlook from A.M. Best Company, Inc., or an
investment grade financial strength rating from either Standard &
Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc . or Fitch Ratings.
9) The terms and conditions of the Corresponding Debentures,
including the interest rate, were determined on an arm's length
basis.
10) The Company presently has
_____________
dt 741990
;
PXRE Group
As referenced in this Placement Agreement:
PXRE GROUP LTD – {DOCUMENT}
{TYPE}EX-10.5
{SEQUENCE}7
{FILENAME}b326106_ex10-5.txt
{DESCRIPTION}PLACEMENT AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.5
PXRE GROUP LTD .
17,500 Capital Securities
Fixed/Floating Rate Capital Securities
(Liquidation Amount $1,000.00 per Capital Security)
PLACEMENT AGREEMENT
--------------------
April 25, 2003
FTN Financial Capital Markets
845 Crossover Lane,
_____________
PXRE Group Ltd – 2003
FTN Financial Capital Markets
845 Crossover Lane, Suite 150
Memphis, Tennessee 38117
Keefe, Bruyette & Woods, Inc.
787 7th Avenue, 4th Floor
New York, New York 10019
Ladies and Gentlemen:
PXRE Group Ltd ., incorporated and existing under the laws of Bermuda
(the "Company"), and its financing subsidiary, PXRE Capital Statutory Trust II,
a Connecticut statutory trust (the "Trust," and hereinafter together with
_____________
PXRE Group Ltd – Sidley Austin Brown & Wood LLP
787 7th Avenue
New York, New York 10019
Telecopier: 212-839-5599
Telephone: 212-839-5300
Attention: Renwick Martin, Esq.
if to the Offerors, to:
PXRE Group Ltd .
Swan Building
26 Victoria Street
Hamilton, HM12, Bermuda
Telecopier: 441-296-6162
Telephone: 411-278-3710
Attention: Chief Financial Officer
with a copy to:
Morgan, Lewis & Bockius LLP
101
_____________
PXRE GROUP LTD – by signing
the acceptance of this Agreement and deliver such counterpart to the Offerors
whereupon this Agreement will become binding between us in accordance with its
terms.
Very truly yours,
PXRE GROUP LTD .
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
PXRE CAPITAL STATUTORY TRUST II
By:
--------------------------------------------------
Name:
------------------------------------------------
Title: Administrator
CONFIRMED AND ACCEPTED,
as of the date first set forth above
FTN FINANCIAL CAPITAL MARKETS,
a division
_____________
PXRE GROUP LTD – INC.
a New York corporation, as a Placement Agent
By:
--------------------------------------------------
Name: Peter J. Wirth
Title: Managing Director
23
{PAGE}
EXHIBIT A
FORM OF SUBSCRIPTION AGREEMENT
PXRE CAPITAL STATUTORY TRUST II
PXRE GROUP LTD .
SUBSCRIPTION AGREEMENT
[CLOSING], 2003
THIS SUBSCRIPTION AGREEMENT (this "Agreement") made among PXRE Capital
Statutory Trust II (the "Trust"), a statutory trust created under the
Connecticut Statutory Trust Act (Chapter
_____________
dt 1507389
;
|
BNY
As referenced in this Placement Agreement:
Bank of New York – 75 days of the end of each calendar year
during which the Debentures are issued and outstanding, the Offerors shall
submit to The Bank of New York a completed quarterly report in the form attached
hereto as Exhibit D. The Offerors acknowledge and agree that The Bank of New
York
_____________
Bank of New
York – Bank of New York a completed quarterly report in the form attached
hereto as Exhibit D. The Offerors acknowledge and agree that The Bank of New
York and its successors and assigns is a third party beneficiary of this Section
7.8.
14
{PAGE}
Section 8. Covenants of the Placement
_____________
Bank of New York
– Company
PXRE Reinsurance (Barbados) Ltd.
PXRE Corporation
{PAGE}
EXHIBIT D
---------
FORM OF QUARTERLY REPORT
------------------------
I-Preferred Term Securities II, Ltd.
c/o The Bank of New York
101 Barclay Street, Floor 8-East
CDO Unit
New York, New York 10286
Attention: Franco Talavera
CDO Relationship Manager
PLEASE COMPLETE FOR
_____________
dt 708724
;
U.S. Bank, NA
As referenced in this Placement Agreement:
U.S. Bank National Association – or repayment
(the "Guarantee") pursuant and subject to the Guarantee Agreement (the
"Guarantee Agreement"), to be dated as of the Closing Date and executed and
delivered by the Company and U.S. Bank National Association ("U.S. Bank"), as
trustee (the "Guarantee Trustee"), for the benefit from time to time of the
holders of the Capital Securities. The entire proceeds from the sale by
_____________
U.S. Bank National Association – undivided beneficial
interest in the assets of the Trust (the "Offering"), to be issued pursuant to
an Amended and Restated Declaration of Trust (the "Declaration") by and among
the Company, U.S. Bank National Association ("U.S. Bank"), the administrators
named therein, and the holders (as defined therein), which Capital Securities
are to be guaranteed by the Company with respect to distributions and payments
_____________
U.S. Bank National
Association – Company, as sponsor, and the holders from time to time of
undivided beneficial interests in the Trust; the Indenture dated as of
[_________], 2003 (the "Indenture"), between the Company and U.S. Bank National
Association (the "Trustee"); the Debentures; the Capital Securities; the
Guarantee Agreement dated as of [____ ], 2003 (the "Guarantee"), between the
Company and U.S. Bank National Association as trustee for
_____________
U.S. Bank National Association – between the Company and U.S. Bank National
Association (the "Trustee"); the Debentures; the Capital Securities; the
Guarantee Agreement dated as of [____ ], 2003 (the "Guarantee"), between the
Company and U.S. Bank National Association as trustee for the benefit of the
Holders (as defined therein); and the Subscription Agreement dated [____ ], 2003
(the "Subscription Agreement" and together with the Placement Agreement, the
Declaration, the
_____________
U.S. Bank
National Association; – the Company, as sponsor, and the holders from time to time of
undivided beneficial interests in the Trust;
3. the Indenture dated as of [________], 2003, between the Company and U.S. Bank
National Association;
4. the Debentures;
5. the Capital Securities;
6. the Guarantee Agreement dated as of [_________], 2003, between the Company
and U.S. Bank National Association as trustee for the
_____________
dt 752649
;
More... |
| Preview
Subscribers | 2001 |
Placement Agreement
Placement Agreement (101K)
Doc #351415: Click preview link for longer preview.
PLACEMENT AGREEMENT
June 29, 2001
ROBERTSON STEPHENS, INC.
555 California Street
Suite 2600
San Francisco, California 94104
Ladies/Gentlemen:
1. General. Coeur d'Alene Mines Corporation, an Idaho corporation (the
"Company"), proposes to offer for cash (the "Cash Offer") up to $25,000,000
aggregate principal amount of 13 3/8% Convertible Senior Subordinated Notes due
December 31, 2003 (the "Exchange Notes") that are convertible into common stock,
par value $1.00 per share (the "Shares") of the Company to Holders who submit
some or all of their Debentures in the Exchange Offer (the "Exchange Offer").
In the event Holders submit indications of interest for more than
$25,000,000 aggregate principal amount in the Cash Offer, the additional
Exchange Notes will be allocated at the discretion of the Placement Agent (as
defined below) based on the amount of each Holder's indication in the Cash
Offer. The additional Exchange Notes issued in the Cash Offer are to be issued
pursuant to an Indenture, dated as of July __, 2001, as amended or modified from
time to time (the "Indenture"), between the Company, and The Bank of New York,
as trustee (the "Trustee"). Capitalized terms used herein without definition
shall have their respective meanings set forth in or pursuant to the
Registration Statement (as defined herein), notwithstanding that such terms as
used herein are not capitalized in the Registration Statement.
2. Appointment as Agent. By this Placement Agreement (the "Agreement"),
the Company hereby engages and appoints you as exclusive Placement Agent (the
"Placement Agent") for the Cash Offer and authorizes you to act as such in
connection with the Cash Offer.
(a) Subject to the terms and conditions stated herein, the Company
hereby agrees that the Exchange Notes to be issued in the Cash Offer will be
sold exclusively through the Placement Agent. Accordingly, the Company agrees
that it will not appoint any other agent to act on its behalf, or assist it in
the sale of additional Exchange Notes in the Cash Offer. The Placement Agent
agrees to use its best efforts to obtain purchases from the Holders for any or
all of the additional Exchange Notes at a price of $1,000 per additional
Exchange Note or any integral multiple of $1000.
(b) The Company shall not sell or approve the solicitation of offers
for the purchase of additional Exchange Notes in excess of the amount which
shall be authorized by the Company or in excess of the aggregate offering price
of the Exchange Notes registered pursuant to the Registration Statement.
{PAGE} 2
3. Registration Statement, Prospectus and Offering Materials.
(a) The Company has prepared and filed with the Securities and
Exchange Commission (the "Commission"), under the Securities Act of 1933, as
amended (the "Securities Act"), the Trust Indenture Act of 1939, as amended (the
"TIA"), and applicable rules and regulations (the "Rules and Regulations") of
the Commission under both Acts, a registration statement on Form S-2 (File No.
333-63478), including a Prospectus, covering the registration of the offer and
sale of the Exchange Notes; the Shares issuable upon conversion of the Exchange
Notes; and the Shares that may be issued solely at the Company's option as
payment of interest on the Exchange Notes. The term "Registration Statement" as
used in this Agreement shall mean such registration statement, including
financial statements, schedules and exhibits, in the form in which it becomes
effective and, in the event of any amendment thereto or the filing of any
abbreviated registration statement pursuant to Rule 462(b) of the Rules and
Regulations relating thereto after the effective date of such registration
statement, shall also mean (from and after the effectiveness of such amendment
or the filing of such abbreviated registration statement) such registration
statement as so amended, together with any such abbreviated registration
statement. The term "Prospectus" as used in this Agreement shall mean the final
prospectus included in the Registration Statement. Notwithstanding the
foregoing, if any revised prospectus shall be provided to you by the Company for
use in connection with the Cash Offer that differs from the Prospectus referred
to in the immediately preceding sentence (whether or not such revised prospectus
is required to be filed with the Commission pursuant to Rule 424(b) of the Rules
and Regulations), the term "Prospectus" shall refer to such revised prospectus
from and after the time it is first provided to you for such use. Any reference
to the Registration Statement or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to Item 12 of
Form S-2 under the Securities Act, as of the date of the Registration Statement
or the Prospectus, as the case may be, and any reference to any amendment or
supplement to the Registration Statement or the Prospectus shall be deemed to
refer to and include any documents filed after such date under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the Rules and
Regulations of the Commission thereunder, which, upon filing, are incorporated
by reference therein, as required by Item 12 of Form S-2. As used in this
Agreement, the term "Incorporated Documents" means the documents which at the
time are incorporated by reference in the Registration Statement, the Prospectus
or any amendment or supplement thereto. The terms "supplement" and "amendment"
or "supplemented" and "amended" as used herein with respect to the Prospectus
shall include all documents deemed to be incorporated by reference in the
Prospectus that are filed subsequent to the date of the Prospectus and prior to
the termination of the Exchange Cash Offer by the Company with the Commission
pursuant to the Exchange Act and the Rules and Regulations of the Commission
thereunder.
4. Use of the Prospectus and Registration Statement.
The Company authorizes the Placement Agent to use the Prospectus in
connection with the Cash Offer for such period of time as any such materials are
required by law to be delivered in connection therewith.
351415
|
BNY
As referenced in this Placement Agreement:
Bank of New York, – an Indenture, dated as of July __, 2001, as amended or modified from
time to time (the "Indenture"), between the Company, and The Bank of New York,
as trustee (the "Trustee"). Capitalized terms used herein without definition
shall have their respective meanings set forth in or pursuant to the
_____________
Bank of New York – the Exchange Notes.
(u) Each of the Exchange Agent Agreement and the Information Agent
9
{PAGE} 10
Agreement between the Company and The Bank of New York (the "Exchange Agent
Agreement") and D.F. King & Co., Inc. ("the Information Agent Agreement"),
respectively, is or will be in full force
_____________
dt 708619
;
RS
As referenced in this Placement Agreement:
ROBERTSON STEPHENS, INC – TYPE}EX-1.B
{SEQUENCE}3
{FILENAME}w50555a1ex1-b.txt
{DESCRIPTION}EX-1(B)REVISED FORM OF PLACEMENT AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 1(b)
PLACEMENT AGREEMENT
June 29, 2001
ROBERTSON STEPHENS, INC .
555 California Street
Suite 2600
San Francisco, California 94104
Ladies/Gentlemen:
1. General. Coeur d'Alene Mines Corporation, an Idaho corporation (the
"Company"), proposes to offer for cash (the "
_____________
ROBERTSON STEPHENS, INC – truly yours,
COEUR D'ALENE MINES CORPORATION
By
--------------------------------------
Name: Dennis E. Wheeler
Title: Chairman of the Board, President
and Chief Executive Officer
Accepted as of the date first above written:
ROBERTSON STEPHENS, INC .
By
--------------------------------
Name: Brendan Dyson
Title: Managing Director
#600970
{/TEXT}
{/DOCUMENT}
_____________
dt 739343
;
|
 Foley & Lardner
As referenced in this Placement Agreement:
Foley & Lardner, – all fees
and expenses incurred
3
{PAGE} 4
in marketing the Cash Offer, including but not limited to road show
presentations, if any, and (ix) the fees and disbursements of Foley & Lardner,
counsel to the Company, and Arthur Andersen LLP and Ernst & Young LLP, auditors
to the Company. In addition, the Company agrees to reimburse the reasonable
out-of-pocket expenses
_____________
Foley & Lardner, – papers and information as they may reasonably have
requested to enable them to pass upon the matters referred to in this Section.
(d) You shall have received the opinion of Foley & Lardner, counsel
for the Company, dated the Closing Date addressed to you to the effect that:
(i) The Company has been duly incorporated and is validly
existing as a corporation
_____________
Foley & Lardner – body or agency, against or affecting
the Company or any of its Foreign Subsidiaries relating to Hazardous
Materials or any Environmental Laws.
In addition to its opinions set forth above, Foley & Lardner shall
provide a statement to the effect that nothing has come to such counsel's
attention that causes it to believe that the Registration Statement, (other than
the financial statements
_____________
Foley & Lardner, – confirmed
by letter) or telecopied (and confirmed by letter) to Coeur d'Alene Mines
Corporation., Attention: Geoffrey A. Burns, Senior Vice President and Chief
Financial Officer, with a copy to Foley & Lardner, 3000 K Street, N.W., Suite
500, Washington, D.C. 20007. Attention: Arthur H. Bill, Esq.
15. Parties. This Agreement shall inure to the benefit of and be
binding
_____________
dt 754390
;
Shearman
As referenced in this Placement Agreement:
Shearman & Sterling, – representation or certificate so relied upon shall be delivered to you,
as Placement Agent, and to your counsel.
(h) You shall have received on the Closing Date an opinion
of Shearman & Sterling, in form and substance satisfactory to you, with respect
to the sufficiency of all such corporate proceedings and other legal matters
relating to this Agreement and the transactions contemplated
_____________
dt 750071
|
| Preview
Subscribers | 2001 |
Placement Agreement
Placement Agreement (101K)
Doc #351422: Click preview link for longer preview.
PLACEMENT AGREEMENT
June 29, 2001
ROBERTSON STEPHENS, INC.
555 California Street
Suite 2600
San Francisco, California 94104
Ladies/Gentlemen:
1. General. Coeur d'Alene Mines Corporation, an Idaho corporation (the
"Company"), proposes to offer for cash (the "Cash Offer") up to $25,000,000
aggregate principal amount of 13 3/8% Convertible Senior Subordinated Notes due
December 31, 2003 (the "Exchange Notes") that are convertible into common stock,
par value $1.00 per share (the "Shares") of the Company to Holders who submit
some or all of their Debentures in the Exchange Offer (the "Exchange Offer").
In the event Holders submit indications of interest for more than
$25,000,000 aggregate principal amount in the Cash Offer, the additional
Exchange Notes will be allocated at the discretion of the Placement Agent (as
defined below) based on the amount of each Holder's indication in the Cash
Offer. The additional Exchange Notes issued in the Cash Offer are to be issued
pursuant to an Indenture, dated as of July __, 2001, as amended or modified from
time to time (the "Indenture"), between the Company, and The Bank of New York,
as trustee (the "Trustee"). Capitalized terms used herein without definition
shall have their respective meanings set forth in or pursuant to the
Registration Statement (as defined herein), notwithstanding that such terms as
used herein are not capitalized in the Registration Statement.
2. Appointment as Agent. By this Placement Agreement (the "Agreement"),
the Company hereby engages and appoints you as exclusive Placement Agent (the
"Placement Agent") for the Cash Offer and authorizes you to act as such in
connection with the Cash Offer.
(a) Subject to the terms and conditions stated herein, the Company
hereby agrees that the Exchange Notes to be issued in the Cash Offer will be
sold exclusively through the Placement Agent. Accordingly, the Company agrees
that it will not appoint any other agent to act on its behalf, or assist it in
the sale of additional Exchange Notes in the Cash Offer. The Placement Agent
agrees to use its best efforts to obtain purchases from the Holders for any or
all of the additional Exchange Notes at a price of $1,000 per additional
Exchange Note or any integral multiple of $1000.
(b) The Company shall not sell or approve the solicitation of offers
for the purchase of additional Exchange Notes in excess of the amount which
shall be authorized by the Company or in excess of the aggregate offering price
of the Exchange Notes registered pursuant to the Registration Statement.
{PAGE} 2
3. Registration Statement, Prospectus and Offering Materials.
(a) The Company has prepared and filed with the Securities and
Exchange Commission (the "Commission"), under the Securities Act of 1933, as
amended (the "Securities Act"), the Trust Indenture Act of 1939, as amended (the
"TIA"), and applicable rules and regulations (the "Rules and Regulations") of
the Commission under both Acts, a registration statement on Form S-2 (File No.
333-63478), including a Prospectus, covering the registration of the offer and
sale of the Exchange Notes; the Shares issuable upon conversion of the Exchange
Notes; and the Shares that may be issued solely at the Company's option as
payment of interest on the Exchange Notes. The term "Registration Statement" as
used in this Agreement shall mean such registration statement, including
financial statements, schedules and exhibits, in the form in which it becomes
effective and, in the event of any amendment thereto or the filing of any
abbreviated registration statement pursuant to Rule 462(b) of the Rules and
Regulations relating thereto after the effective date of such registration
statement, shall also mean (from and after the effectiveness of such amendment
or the filing of such abbreviated registration statement) such registration
statement as so amended, together with any such abbreviated registration
statement. The term "Prospectus" as used in this Agreement shall mean the final
prospectus included in the Registration Statement. Notwithstanding the
foregoing, if any revised prospectus shall be provided to you by the Company for
use in connection with the Cash Offer that differs from the Prospectus referred
to in the immediately preceding sentence (whether or not such revised prospectus
is required to be filed with the Commission pursuant to Rule 424(b) of the Rules
and Regulations), the term "Prospectus" shall refer to such revised prospectus
from and after the time it is first provided to you for such use. Any reference
to the Registration Statement or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to Item 12 of
Form S-2 under the Securities Act, as of the date of the Registration Statement
or the Prospectus, as the case may be, and any reference to any amendment or
supplement to the Registration Statement or the Prospectus shall be deemed to
refer to and include any documents filed after such date under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the Rules and
Regulations of the Commission thereunder, which, upon filing, are incorporated
by reference therein, as required by Item 12 of Form S-2. As used in this
Agreement, the term "Incorporated Documents" means the documents which at the
time are incorporated by reference in the Registration Statement, the Prospectus
or any amendment or supplement thereto. The terms "supplement" and "amendment"
or "supplemented" and "amended" as used herein with respect to the Prospectus
shall include all documents deemed to be incorporated by reference in the
Prospectus that are filed subsequent to the date of the Prospectus and prior to
the termination of the Exchange Cash Offer by the Company with the Commission
pursuant to the Exchange Act and the Rules and Regulations of the Commission
thereunder.
4. Use of the Prospectus and Registration Statement.
The Company authorizes the Placement Agent to use the Prospectus in
connection with the Cash Offer for such period of time as any such materials are
required by law to be delivered in connection therewith.
351422
|
BNY
As referenced in this Placement Agreement:
Bank of New York, – an Indenture, dated as of July __, 2001, as amended or modified from
time to time (the "Indenture"), between the Company, and The Bank of New York,
as trustee (the "Trustee"). Capitalized terms used herein without definition
shall have their respective meanings set forth in or pursuant to the
_____________
Bank of New York – the Exchange Notes.
(u) Each of the Exchange Agent Agreement and the Information Agent
9
{PAGE} 10
Agreement between the Company and The Bank of New York (the "Exchange Agent
Agreement") and D.F. King & Co., Inc. ("the Information Agent Agreement"),
respectively, is or will be in full force
_____________
dt 708613
;
RS
As referenced in this Placement Agreement:
ROBERTSON STEPHENS, INC – TYPE}EX-1.B
{SEQUENCE}3
{FILENAME}w50555b1ex1-b.txt
{DESCRIPTION}EX-1(B)REVISED FORM OF PLACEMENT AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 1(b)
PLACEMENT AGREEMENT
June 29, 2001
ROBERTSON STEPHENS, INC .
555 California Street
Suite 2600
San Francisco, California 94104
Ladies/Gentlemen:
1. General. Coeur d'Alene Mines Corporation, an Idaho corporation (the
"Company"), proposes to offer for cash (the "
_____________
ROBERTSON STEPHENS, INC – truly yours,
COEUR D'ALENE MINES CORPORATION
By
--------------------------------------
Name: Dennis E. Wheeler
Title: Chairman of the Board, President
and Chief Executive Officer
Accepted as of the date first above written:
ROBERTSON STEPHENS, INC .
By
--------------------------------
Name: Brendan Dyson
Title: Managing Director
#600970
{/TEXT}
{/DOCUMENT}
_____________
dt 739346
;
|
Foley & Lardner
As referenced in this Placement Agreement:
Foley & Lardner, – all fees
and expenses incurred
3
{PAGE} 4
in marketing the Cash Offer, including but not limited to road show
presentations, if any, and (ix) the fees and disbursements of Foley & Lardner,
counsel to the Company, and Arthur Andersen LLP and Ernst & Young LLP, auditors
to the Company. In addition, the Company agrees to reimburse the reasonable
out-of-pocket expenses
_____________
Foley & Lardner, – papers and information as they may reasonably have
requested to enable them to pass upon the matters referred to in this Section.
(d) You shall have received the opinion of Foley & Lardner, counsel
for the Company, dated the Closing Date addressed to you to the effect that:
(i) The Company has been duly incorporated and is validly
existing as a corporation
_____________
Foley & Lardner – body or agency, against or affecting
the Company or any of its Foreign Subsidiaries relating to Hazardous
Materials or any Environmental Laws.
In addition to its opinions set forth above, Foley & Lardner shall
provide a statement to the effect that nothing has come to such counsel's
attention that causes it to believe that the Registration Statement, (other than
the financial statements
_____________
Foley & Lardner, – confirmed
by letter) or telecopied (and confirmed by letter) to Coeur d'Alene Mines
Corporation., Attention: Geoffrey A. Burns, Senior Vice President and Chief
Financial Officer, with a copy to Foley & Lardner, 3000 K Street, N.W., Suite
500, Washington, D.C. 20007. Attention: Arthur H. Bill, Esq.
15. Parties. This Agreement shall inure to the benefit of and be
binding
_____________
dt 754395
;
Shearman
As referenced in this Placement Agreement:
Shearman & Sterling, – representation or certificate so relied upon shall be delivered to you,
as Placement Agent, and to your counsel.
(h) You shall have received on the Closing Date an opinion
of Shearman & Sterling, in form and substance satisfactory to you, with respect
to the sufficiency of all such corporate proceedings and other legal matters
relating to this Agreement and the transactions contemplated
_____________
dt 750076
|
| Preview
Subscribers | 2001 |
Placement Agreement
Placement Agreement (104K)
Doc #351432: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-1.B
{SEQUENCE}3
{FILENAME}w50555aex1-b.txt
{DESCRIPTION}EX-1(B) FORM OF PLACEMENT AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 1(b)
[FORM OF PLACEMENT AGREEMENT]
PLACEMENT AGREEMENT
June __, 2001
ROBERTSON STEPHENS, INC.
555 California Street
Suite 2600
San Francisco, California 94104
Ladies/Gentlemen:
1. General. Coeur d'Alene Mines Corporation, an Idaho corporation
(the "Company"), proposes to offer for cash (the "Cash Offer") up to $25,000,000
aggregate principal amount of 13 3/8% Convertible Senior Subordinated Notes due
December 31, 2003 (the "Exchange Notes") that are convertible into common stock,
par value $1.00 per share (the "Shares") of the Company to Holders who submit
some or all of their Debentures in the Exchange Offer (the "Exchange Offer").
In the event Holders submit indications of interest for more
than $25,000,000 aggregate principal amount in the Cash Offer, the additional
Exchange Notes will be allocated at the discretion of the Placement Agent (as
defined below) based on the amount of each Holder's indication in the Cash
Offer. The additional Exchange Notes issued in the Cash Offer are to be issued
pursuant to an Indenture, dated as of June __, 2001, as amended or modified from
time to time (the "Indenture"), between the Company, and The Bank of New York,
as trustee (the "Trustee"). Capitalized terms used herein without definition
shall have their respective meanings set forth in or pursuant to the
Registration Statement (as defined herein), notwithstanding that such terms as
used herein are not capitalized in the Registration Statement.
2. Appointment as Agent. By this Placement Agreement (the
"Agreement"), the Company hereby engages and appoints you as exclusive Placement
Agent (the "Placement Agent") for the Cash Offer and authorizes you to act as
such in connection with the Cash Offer.
(a) Subject to the terms and conditions stated herein, the
Company hereby agrees that the Exchange Notes to be issued in the Cash Offer
will be sold exclusively through the Placement Agent. Accordingly, the Company
agrees that it will not appoint any other agent to act on its behalf, or assist
it in the sale of additional Exchange Notes in the Cash Offer. The Placement
Agent agrees to use its best efforts to obtain purchases from the Holders for
any or all of the additional Exchange Notes at a price of $1,000 per additional
Exchange Note or any integral multiple of $1000.
(b) The Company shall not sell or approve the solicitation
of offers for the purchase of additional Exchange Notes in excess of the amount
which shall be authorized by the Company or in excess of the aggregate offering
price of the Exchange Notes registered pursuant to the Registration Statement.
{PAGE} 2
3. Registration Statement, Prospectus and Offering Materials. The
Company has prepared and filed with the Securities and Exchange Commission (the
"Commission"), under the Securities Act of 1933, as amended (the "Securities
Act"), the Trust Indenture Act of 1939, as amended (the "TIA"), and applicable
rules and regulations (the "Rules and Regulations") of the Commission under both
Acts, a registration statement on Form S-2 (File No. 333-_____), including a
Prospectus, covering the registration of the offer and sale of the Exchange
Notes; the Shares issuable upon conversion of the Exchange Notes; and the Shares
that may be issued solely at the Company's option as payment of interest on the
Exchange Notes. The term "Registration Statement" as used in this Agreement
shall mean such registration statement, including financial statements,
schedules and exhibits, in the form in which it becomes effective and, in the
event of any amendment thereto or the filing of any abbreviated registration
statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto
after the effective date of such registration statement, shall also mean (from
and after the effectiveness of such amendment or the filing of such abbreviated
registration statement) such registration statement as so amended, together with
any such abbreviated registration statement. The term "Prospectus" as used in
this Agreement shall mean the final prospectus included in the Registration
Statement. Notwithstanding the foregoing, if any revised prospectus shall be
provided to you by the Company for use in connection with the Cash Offer that
differs from the Prospectus referred to in the immediately preceding sentence
(whether or not such revised prospectus is required to be filed with the
Commission pursuant to Rule 424(b) of the Rules and Regulations), the term
"Prospectus" shall refer to such revised prospectus from and after the time it
is first provided to you for such use. Any reference to the Registration
Statement or the Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item 12 of Form S-2
under the Securities Act, as of the date of the Registration Statement or the
Prospectus, as the case may be, and any reference to any amendment or supplement
to the Registration Statement or the Prospectus shall be deemed to refer to and
include any documents filed after such date under the Securities Exchange Act of
1934, as amended (the "Exchange Act") and the Rules and Regulations of the
Commission thereunder, which, upon filing, are incorporated by reference
therein, as required by Item 12 of Form S-2. As used in this Agreement, the term
"Incorporated Documents" means the documents which at the time are incorporated
by reference in the Registration Statement, the Prospectus or any amendment or
supplement thereto. The terms "supplement" and "amendment" or "supplemented" and
"amended" as used herein with respect to the Prospectus shall include all
documents deemed to be incorporated by reference in the Prospectus that are
filed subsequent to the date of the Prospectus and prior to the termination of
the Exchange Cash Offer by the Company with the Commission pursuant to the
Exchange Act and the Rules and Regulations of the Commission thereunder.
4. Use of the Prospectus and Registration Statement.
The Company authorizes the Placement Agent to use the Prospectus
in connection with the Cash Offer for such period of time as any such materials
are required by law to be delivered in connection therewith.
351432
|
BNY
As referenced in this Placement Agreement:
Bank of New York, – an Indenture, dated as of June __, 2001, as amended or modified from
time to time (the "Indenture"), between the Company, and The Bank of New York,
as trustee (the "Trustee"). Capitalized terms used herein without definition
shall have their respective meanings set forth in or pursuant to the
_____________
Bank of New York – the distribution of the Exchange Notes.
(u) Each of the Exchange Agent Agreement and the Information
Agent Agreement between the Company and The Bank of New York (the "Exchange
Agent
9
{PAGE} 10
Agreement") and D.F. King & Co., Inc. ("the Information Agent Agreement"),
respectively, is or will be
_____________
dt 708605
;
RS
As referenced in this Placement Agreement:
ROBERTSON STEPHENS, INC – B
{SEQUENCE}3
{FILENAME}w50555aex1-b.txt
{DESCRIPTION}EX-1(B) FORM OF PLACEMENT AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 1(b)
[FORM OF PLACEMENT AGREEMENT]
PLACEMENT AGREEMENT
June __, 2001
ROBERTSON STEPHENS, INC .
555 California Street
Suite 2600
San Francisco, California 94104
Ladies/Gentlemen:
1. General. Coeur d'Alene Mines Corporation, an Idaho corporation
(the "Company"), proposes to offer for cash (the "
_____________
ROBERTSON STEPHENS, INC – truly yours,
COEUR D'ALENE MINES CORPORATION
By
--------------------------------------------
Name: Dennis E. Wheeler
Title: Chairman of the Board, President
and Chief Executive Officer
Accepted as of the date first above written:
ROBERTSON STEPHENS, INC .
By
---------------------------
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 739350
;
|
Foley & Lardner
As referenced in this Placement Agreement:
Foley &
Lardner, – Information Agent, (viii) all fees
and expenses incurred in marketing the Cash Offer, including but not limited to
road show presentations, if any, and (ix) the fees and disbursements of Foley &
Lardner, counsel to the Company, and Arthur
3
{PAGE} 4
Andersen LLP and Ernst & Young LLP, auditors to the Company. In addition, the
Company agrees to reimburse the reasonable out-
_____________
Foley & Lardner, – papers and information as they may reasonably have
requested to enable them to pass upon the matters referred to in this Section.
(d) You shall have received the opinion of Foley & Lardner,
counsel for the Company, dated the Closing Date addressed to you to the effect
that:
(i) The Company has been duly incorporated and is
validly existing as a corporation
_____________
Foley & Lardner
– body or agency, against or
affecting the Company or any of its Foreign Subsidiaries
relating to Hazardous Materials or any Environmental Laws.
In addition to its opinions set forth above, Foley & Lardner
shall provide a statement to the effect that nothing has come to such counsel's
attention that causes it to believe that the Registration Statement, (other than
the financial
_____________
Foley & Lardner, – confirmed
by letter) or telecopied (and confirmed by letter) to Coeur d'Alene Mines
Corporation., Attention: Geoffrey A. Burns, Senior Vice President and Chief
Financial Officer, with a copy to Foley & Lardner, 3000 K Street, N.W., Suite
500, Washington, D.C. 20007. Attention: Arthur H. Bill, Esq.
15. Parties. This Agreement shall inure to the benefit of and be
binding
_____________
dt 754400
;
Shearman
As referenced in this Placement Agreement:
Shearman & Sterling, – representation or certificate so relied upon shall be
delivered to you, as Placement Agent, and to your counsel.
(h) You shall have received on the Closing Date an
opinion of Shearman & Sterling, in form and substance satisfactory to you, with
respect to the sufficiency of all such corporate proceedings and other legal
matters relating to this Agreement and the transactions contemplated
_____________
dt 750079
|
| Preview
Subscribers | 2001 |
Placement Agreement
Placement Agreement (104K)
Doc #351439: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-1.B
{SEQUENCE}3
{FILENAME}w50555bex1-b.txt
{DESCRIPTION}EX-1(B) FORM OF PLACEMENT AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 1(b)
[FORM OF PLACEMENT AGREEMENT]
PLACEMENT AGREEMENT
June __, 2001
ROBERTSON STEPHENS, INC.
555 California Street
Suite 2600
San Francisco, California 94104
Ladies/Gentlemen:
1. General. Coeur d'Alene Mines Corporation, an Idaho corporation
(the "Company"), proposes to offer for cash (the "Cash Offer") up to $25,000,000
aggregate principal amount of 13 3/8% Convertible Senior Subordinated Notes due
December 31, 2003 (the "Exchange Notes") that are convertible into common stock,
par value $1.00 per share (the "Shares") of the Company to Holders who submit
some or all of their Debentures in the Exchange Offer (the "Exchange Offer").
In the event Holders submit indications of interest for more
than $25,000,000 aggregate principal amount in the Cash Offer, the additional
Exchange Notes will be allocated at the discretion of the Placement Agent (as
defined below) based on the amount of each Holder's indication in the Cash
Offer. The additional Exchange Notes issued in the Cash Offer are to be issued
pursuant to an Indenture, dated as of June __, 2001, as amended or modified from
time to time (the "Indenture"), between the Company, and The Bank of New York,
as trustee (the "Trustee"). Capitalized terms used herein without definition
shall have their respective meanings set forth in or pursuant to the
Registration Statement (as defined herein), notwithstanding that such terms as
used herein are not capitalized in the Registration Statement.
2. Appointment as Agent. By this Placement Agreement (the
"Agreement"), the Company hereby engages and appoints you as exclusive Placement
Agent (the "Placement Agent") for the Cash Offer and authorizes you to act as
such in connection with the Cash Offer.
(a) Subject to the terms and conditions stated herein, the
Company hereby agrees that the Exchange Notes to be issued in the Cash Offer
will be sold exclusively through the Placement Agent. Accordingly, the Company
agrees that it will not appoint any other agent to act on its behalf, or assist
it in the sale of additional Exchange Notes in the Cash Offer. The Placement
Agent agrees to use its best efforts to obtain purchases from the Holders for
any or all of the additional Exchange Notes at a price of $1,000 per additional
Exchange Note or any integral multiple of $1000.
(b) The Company shall not sell or approve the solicitation
of offers for the purchase of additional Exchange Notes in excess of the amount
which shall be authorized by the Company or in excess of the aggregate offering
price of the Exchange Notes registered pursuant to the Registration Statement.
{PAGE} 2
3. Registration Statement, Prospectus and Offering Materials. The
Company has prepared and filed with the Securities and Exchange Commission (the
"Commission"), under the Securities Act of 1933, as amended (the "Securities
Act"), the Trust Indenture Act of 1939, as amended (the "TIA"), and applicable
rules and regulations (the "Rules and Regulations") of the Commission under both
Acts, a registration statement on Form S-2 (File No. 333-_____), including a
Prospectus, covering the registration of the offer and sale of the Exchange
Notes; the Shares issuable upon conversion of the Exchange Notes; and the Shares
that may be issued solely at the Company's option as payment of interest on the
Exchange Notes. The term "Registration Statement" as used in this Agreement
shall mean such registration statement, including financial statements,
schedules and exhibits, in the form in which it becomes effective and, in the
event of any amendment thereto or the filing of any abbreviated registration
statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto
after the effective date of such registration statement, shall also mean (from
and after the effectiveness of such amendment or the filing of such abbreviated
registration statement) such registration statement as so amended, together with
any such abbreviated registration statement. The term "Prospectus" as used in
this Agreement shall mean the final prospectus included in the Registration
Statement. Notwithstanding the foregoing, if any revised prospectus shall be
provided to you by the Company for use in connection with the Cash Offer that
differs from the Prospectus referred to in the immediately preceding sentence
(whether or not such revised prospectus is required to be filed with the
Commission pursuant to Rule 424(b) of the Rules and Regulations), the term
"Prospectus" shall refer to such revised prospectus from and after the time it
is first provided to you for such use. Any reference to the Registration
Statement or the Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item 12 of Form S-2
under the Securities Act, as of the date of the Registration Statement or the
Prospectus, as the case may be, and any reference to any amendment or supplement
to the Registration Statement or the Prospectus shall be deemed to refer to and
include any documents filed after such date under the Securities Exchange Act of
1934, as amended (the "Exchange Act") and the Rules and Regulations of the
Commission thereunder, which, upon filing, are incorporated by reference
therein, as required by Item 12 of Form S-2. As used in this Agreement, the term
"Incorporated Documents" means the documents which at the time are incorporated
by reference in the Registration Statement, the Prospectus or any amendment or
supplement thereto. The terms "supplement" and "amendment" or "supplemented" and
"amended" as used herein with respect to the Prospectus shall include all
documents deemed to be incorporated by reference in the Prospectus that are
filed subsequent to the date of the Prospectus and prior to the termination of
the Exchange Cash Offer by the Company with the Commission pursuant to the
Exchange Act and the Rules and Regulations of the Commission thereunder.
4. Use of the Prospectus and Registration Statement.
The Company authorizes the Placement Agent to use the Prospectus
in connection with the Cash Offer for such period of time as any such materials
are required by law to be delivered in connection therewith.
351439
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